Terms of Service

Last Updated: May 4, 2026 Effective Date: May 4, 2026

These Terms of Service (“Terms”) govern your access to and use of the CounselorAI software-as-a-service application and related services (collectively, the “Service”), provided by CounselorAI LLC (“CounselorAI,” “we,” “us,” or “our”).

By creating an account, accessing, or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

If you are entering into these Terms on behalf of a law firm or other entity, you represent that you have authority to bind that entity, and “you” and “your” refer to that entity.

For questions, contact [email protected].


1. The Service

CounselorAI provides software tools for personal injury law firms, including:

  • Case intake and document management
  • AI-assisted predictions of case settlement value
  • AI-assisted drafting of demand letters
  • Negotiation tracking and AI-assisted response drafting
  • Optional integrations with third-party services such as Google Drive and customer relationship management (CRM) systems

The Service is intended for use by licensed attorneys and their authorized staff in the United States.

1.1 Not Legal Advice

The Service does not provide legal advice. Outputs generated by the Service — including settlement predictions, demand letter drafts, negotiation analyses, and other AI-generated content — are tools for use by licensed attorneys. They:

  • Are not a substitute for the professional judgment of a licensed attorney
  • Must be reviewed, edited, and approved by a licensed attorney before use with clients, opposing parties, or in any legal proceeding
  • May contain errors, omissions, or inaccuracies
  • Do not guarantee any particular settlement amount or outcome

You are solely responsible for the legal advice you provide to your clients and the legal documents you produce. Your professional and ethical obligations to clients, courts, opposing counsel, and bar associations remain entirely your own.

1.2 No Attorney-Client Relationship

Use of the Service does not create an attorney-client relationship between you and CounselorAI. CounselorAI is not a law firm and does not provide legal services.


2. Eligibility and Accounts

2.1 Eligibility

To use the Service, you must:

  • Be at least 18 years old
  • Be a licensed attorney or authorized staff of a licensed attorney’s firm
  • Practice law in the United States or work for a firm that does
  • Have authority to enter into these Terms

2.2 Account Registration

To use the Service, you (or your firm administrator) must create an account and provide accurate, current, and complete information. You are responsible for:

  • Maintaining the confidentiality of your account credentials
  • All activity that occurs under your account
  • Notifying us immediately of any unauthorized access at [email protected]
  • Maintaining multi-factor authentication on administrator accounts (we may require it)

2.3 Roles

Within a customer account, users may be assigned roles:

  • Tenant Administrator: full administrative control over the customer’s account, including billing, integrations, user management, and data
  • User (Worker): standard access to cases assigned within the firm
  • Super Administrator: a CounselorAI staff role for support purposes only, governed by the access restrictions in Section 6.6

Tenant Administrators are responsible for managing user access within their account.

2.4 Multiple Users; Sharing

You may not share account credentials. Each individual using the Service must have their own user account. We may charge per-user fees as specified in your subscription.


3. Subscriptions, Billing, and Payment

3.1 Subscription

Access to the Service requires an active subscription. Subscription terms (fees, billing cycle, included usage, overage charges) are specified at the time you subscribe and may be amended in your order form or subscription page.

3.2 Billing and Payment

  • Fees are billed in advance on a recurring basis (monthly or annually as agreed)
  • Per-case usage fees, if applicable, are billed monthly in arrears
  • All fees are in US Dollars unless otherwise stated
  • We may use a third-party payment processor; you authorize us to charge your payment method for all fees due
  • Failed payments may result in suspension or termination of access after reasonable notice

3.3 Taxes

All fees are exclusive of taxes. You are responsible for all applicable taxes other than taxes on our net income.

3.4 Price Changes

We may change subscription fees with at least 30 days’ advance notice for the next billing cycle. Continued use after the price change constitutes acceptance.

3.5 Refunds

Subscription fees are non-refundable except as required by law or as expressly stated in your order form.


4. Customer Data; Ownership; Our License

4.1 Definitions

Customer Data” means all information, documents, files, and content uploaded to the Service by you or on your behalf, including your clients’ records, case documents, generated outputs, notes, and integration data.

Google Workspace Data” means any Customer Data that is obtained, accessed, or imported from Google APIs (including Google Drive). Google Workspace Data is a subset of Customer Data and is also subject to the additional protections and restrictions set forth in Section 6 (Google API Services). To the extent of any conflict between this Section 4 and Section 6 with respect to Google Workspace Data, Section 6 controls.

4.2 You Own Customer Data

As between you and CounselorAI, you retain all ownership rights in Customer Data, including all Google Workspace Data. We claim no ownership over Customer Data.

4.3 License to Operate the Service

You grant CounselorAI a non-exclusive, worldwide, royalty-free license to access, use, copy, store, process, transmit, and display Customer Data solely as necessary to:

  • Provide, maintain, support, and secure the Service for you
  • Enable the user-facing features that you actively use (case intake, document analysis, demand letter drafting, negotiation co-pilot, AI inference, and similar features that are prominent in the Service’s user interface)
  • Comply with legal obligations and respond to lawful requests

With respect to Customer Data other than Google Workspace Data, we may also aggregate and de-identify Customer Data for product analytics, security monitoring, and Service improvement, provided that the aggregated or de-identified data cannot reasonably be used to re-identify any individual or firm.

Google Workspace Data is excluded from the aggregation, de-identification, and Service-improvement uses described above. Our use of Google Workspace Data is limited to the practices described in Section 6. We do not use Google Workspace Data to develop, improve, or train any artificial intelligence or machine learning model, including any generalized, foundation, multi-tenant, or non-personalized model.

4.4 Your Responsibilities for Customer Data

You represent and warrant that:

  • You have all rights necessary to upload Customer Data to the Service
  • You have obtained any consents required to share Customer Data with us, including from your clients (Claimants) for processing their personal and health information
  • Customer Data does not infringe any third party’s rights
  • Customer Data complies with applicable law (HIPAA, state privacy laws, attorney-client privilege rules, professional conduct rules, etc.)

You are responsible for the legal and ethical implications of uploading client data to a third-party service.

4.5 Privacy and HIPAA

Our handling of Customer Data is governed by our Privacy Policy. For Customers handling protected health information, a Business Associate Agreement is available upon request to [email protected].


5. Acceptable Use

You agree NOT to:

  • Use the Service for any unlawful purpose or in violation of any law
  • Upload content you do not have the right to upload
  • Upload malware, viruses, or other harmful code
  • Attempt to gain unauthorized access to the Service, other accounts, or our infrastructure
  • Reverse-engineer, decompile, or attempt to extract source code from the Service, except as expressly permitted by law
  • Resell, rent, lease, or sublicense the Service to third parties
  • Build a competing product using insights derived from the Service
  • Use the Service to generate content intended to mislead, deceive, or defraud
  • Use AI-generated outputs in legal proceedings without attorney review (see Section 1.1)
  • Submit information you believe to be false or fabricated
  • Violate any third party’s rights, including privacy and intellectual property rights
  • Interfere with the Service’s operation or with other Customers’ use
  • Use automated tools (bots, scrapers) to access the Service except via our public API as documented and authorized

5.1 Suspension for Violations

We may suspend or terminate access if we reasonably believe you have violated these Terms. We will give reasonable notice where feasible, but may act immediately for serious violations or to protect the Service or others.


6. Google API Services

This Section 6 governs CounselorAI’s access to, use of, storage of, sharing of, and processing of Google Workspace Data obtained through Google APIs (including Google Drive). This Section 6 supplements, and where it is more restrictive than other provisions of these Terms, controls over the other provisions of these Terms with respect to Google Workspace Data.

6.1 Limited Use Compliance

CounselorAI’s use and transfer to any other application of information received from Google APIs will adhere to the Google API Services User Data Policy, including the Limited Use requirements.

This commitment is a material term of these Terms.

6.2 Scopes Requested and Purposes

CounselorAI requests only the minimum Google API scopes necessary to provide the user-facing features you actively use. The current scopes requested, and the user-facing feature each scope supports, are as follows (the current list is also published at counselorai.io/google-api-disclosure):

  • Drive file access (drive.file or the narrowest equivalent scope available): to allow you to import specific case-related files — medical records, bills, treatment notes, imaging, and similar documents — that you select via the Google Picker for ingestion into a specific case in the Service, and, where you direct, to write generated work product (such as a finalized demand letter) back to a folder you designate.
  • Basic profile and email (openid, email, profile): to authenticate you and create or link your CounselorAI user account.

We will not request, access, or use any Google API scope that is not strictly necessary to provide a feature you have chosen to use. If we add a new feature that requires a new scope, we will update this Section 6.2 and re-prompt you for consent before accessing data under the new scope.

6.3 How We Use Google Workspace Data

We use Google Workspace Data only to provide and improve the user-facing features you use within the Service. Specifically, we use Google Workspace Data to:

  • Ingest and parse the files you select for a case (e.g., extract text from PDF medical records via OCR)
  • Build chronologies, validate ICD-10 codes, surface defense-relevant findings, generate settlement valuations, and draft demand letters and negotiation responses for your case
  • Display the Google Workspace Data and the work product derived from it back to you within the Service
  • Where you direct, write generated work product to a Google Drive folder you designate
  • Maintain audit logs reflecting your interactions with Google Workspace Data, for security and your own compliance purposes
  • Provide customer support to you, subject to the access restrictions in Section 6.6

6.4 Restrictions on Use of Google Workspace Data

We will not:

  • Use Google Workspace Data to develop, improve, or train any artificial intelligence or machine learning model, including any generalized, foundation, multi-tenant, or non-personalized model. This restriction applies to raw Google Workspace Data and to any aggregated, anonymized, or derived form of it.
  • Sell, rent, license, or transfer Google Workspace Data to any data broker or to any third party for advertising or marketing purposes.
  • Use Google Workspace Data to serve advertisements, including personalized, retargeted, or interest-based advertising.
  • Display, sell, or distribute Google Workspace Data to any third party conducting surveillance.
  • Build databases of Google Workspace Data or create permanent copies of Google Workspace Data beyond what is reasonably necessary to provide the Service.
  • Retain Google Workspace Data longer than necessary to provide the Service or as required by law.

6.5 Sharing and Subprocessors

We share Google Workspace Data only as strictly necessary to provide the Service to you. We share Google Workspace Data with the following categories of recipients:

  • Cloud infrastructure provider: Amazon Web Services, Inc. (AWS) hosts our application and stores Google Workspace Data at rest, encrypted with AES-256 (or equivalent). AWS does not access the content of Google Workspace Data and is bound by a written agreement that imposes confidentiality and security obligations.
  • AI model provider: Anthropic, PBC, accessed via the AWS Bedrock service. Specific Google Workspace Data content is transmitted to Anthropic only as necessary to generate the user-facing AI output you have requested (for example, a demand letter draft for a specific case). Anthropic is contractually prohibited from using this data to train or improve its foundation models. Where applicable, a HIPAA Business Associate Agreement is in place with Anthropic.
  • You and your authorized users. Google Workspace Data is displayed back to authorized users within your tenant only.
  • As required by law, valid legal process, or to protect the rights, safety, or property of CounselorAI, our customers, or the public.

We will not transfer Google Workspace Data to any other recipient without your prior consent, except as required by law. A current list of subprocessors that may process Google Workspace Data is available at counselorai.io/subprocessors/.

6.6 Human Access to Google Workspace Data

CounselorAI personnel do not read or access Google Workspace Data, except in the following limited circumstances permitted by the Google API Services User Data Policy:

  1. With your specific, voluntary consent — for example, if you submit a support request and explicitly authorize a CounselorAI engineer to view a particular file or case to diagnose an issue
  2. As necessary for security purposes — for example, to investigate suspected abuse, a security incident, or a violation of these Terms
  3. To perform internal operations using only data that has been aggregated and anonymized so that it cannot reasonably be used to identify any individual, firm, or end-client
  4. As required by law or to comply with valid legal process

All access by CounselorAI personnel under exceptions (1)–(4) is logged, restricted to authorized personnel under written confidentiality and security obligations, and subject to internal audit.

6.7 Storage Location and Security

Google Workspace Data is stored in AWS data centers located in the United States, encrypted in transit (TLS 1.2 or higher) and at rest (AES-256 or equivalent). We maintain administrative, physical, and technical safeguards consistent with industry standards for the storage and processing of sensitive data, including per-firm tenant isolation, role-based access controls, multi-factor authentication for administrative access, audit logging, idle session timeout, key management, and a documented written information security program.

6.8 Retention and Deletion

We retain Google Workspace Data only for as long as necessary to provide the Service to you and to comply with our legal obligations. You may:

  • Delete specific Google Workspace Data at any time through the Service interface
  • Disconnect the Google integration at any time through the Service interface or through your Google Account at myaccount.google.com/permissions. Disconnecting the integration immediately revokes our prospective access to your Google account.
  • Request deletion of all Google Workspace Data by emailing [email protected]. We will delete or anonymize the requested Google Workspace Data within 30 days of a verified request, except for data we are required by law to retain or that resides in routine, time-bounded backup or audit-log systems (which are deleted in the ordinary course on a rolling basis).

Upon termination of your subscription, we will delete or anonymize Google Workspace Data in accordance with Section 11.3.

6.9 Security Incidents

We will notify you without undue delay if we become aware of any actual or reasonably suspected unauthorized access to, or unauthorized disclosure of, Google Workspace Data associated with your account, in accordance with applicable law. Where the incident also constitutes a breach of protected health information under HIPAA, the notification timing in the applicable Business Associate Agreement controls.

6.10 Your Acknowledgment

You acknowledge that you are responsible for ensuring that your use of the Google integration complies with your obligations to your clients and to third parties, including obligations under attorney-client privilege, work-product doctrine, HIPAA, and applicable state privacy and ethics rules.


7. AI-Generated Content

7.1 How AI Outputs Are Generated

The Service uses large language models (provided by Anthropic via AWS Bedrock) to generate predictions, demand letter drafts, negotiation analyses, and other content. AI outputs are based on:

  • Customer Data uploaded to the case (which may include Google Workspace Data, subject to Section 6)
  • Reference materials, multipliers, and other parameters maintained by CounselorAI
  • The prompts and instructions we provide to the LLM

Customer Data — including, where applicable, Google Workspace Data — is transmitted to the LLM only as necessary to generate the specific user-facing output you have requested. The LLM provider is contractually prohibited from using your Customer Data to train or improve its models, and we do not retain prompts or completions for any model-training purpose.

7.2 Limitations of AI

You acknowledge that AI-generated content:

  • May contain factual errors, “hallucinations,” or fabricated information
  • May misinterpret documents, dates, dollar amounts, medical information, or legal citations
  • Is not a substitute for human review and professional judgment
  • May be inconsistent across runs even with the same input
  • May incorporate biases present in training data

You agree to:

  • Review every AI-generated output before any use with clients, opposing parties, or in legal proceedings
  • Verify factual claims, dollar amounts, dates, and legal citations against source documents
  • Edit, correct, and refine AI outputs as your professional judgment requires
  • Take full professional responsibility for any document or communication you produce using the Service

7.3 No Warranty Regarding AI Output Accuracy

We do not warrant that AI-generated outputs are accurate, complete, fit for a particular purpose, or suitable for use in any specific case. You assume all risk associated with relying on AI-generated outputs.


8. Intellectual Property

8.1 Our IP

The Service, including all software, design, content (other than Customer Data), trademarks, logos, and documentation, is the property of CounselorAI or our licensors and is protected by intellectual property laws. We reserve all rights not expressly granted to you.

8.2 Limited License to You

We grant you a non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during your subscription, subject to these Terms.

8.3 Feedback

If you provide feedback or suggestions about the Service, we may use that feedback without obligation to you. This Section 8.3 does not authorize us to use Google Workspace Data for any purpose outside the practices disclosed in Section 6.


9. Confidentiality

Each party may receive confidential information from the other. Confidential information must be protected with reasonable care, used only to perform under these Terms, and not disclosed except:

  • To employees, contractors, and advisors with a need to know and obligations of confidentiality
  • As required by law (with notice to the other party where permitted)

Customer Data is your confidential information and is protected as described in our Privacy Policy and, with respect to Google Workspace Data, in Section 6.


10. Service Availability; Support

10.1 Availability

We aim to provide the Service with high availability but do not guarantee uninterrupted service. Scheduled maintenance, third-party outages, security incidents, and other events may cause downtime.

10.2 Support

Support is provided via email at [email protected] during reasonable business hours. We may offer enhanced support tiers in some subscription plans.

10.3 Changes to the Service

We may add, change, or remove features. We will provide reasonable notice of material adverse changes. If a change to the Service materially expands the categories of Google Workspace Data we access or the purposes for which we use Google Workspace Data, we will update Section 6 and re-prompt you for consent before applying the change to your data.


11. Termination

11.1 By You

You may terminate your subscription at any time effective at the end of the current billing period by following the cancellation procedure in the Service or by emailing [email protected].

11.2 By Us

We may terminate or suspend your account:

  • With 30 days’ notice for any reason
  • Immediately for material breach of these Terms or non-payment
  • Immediately if required by law or to protect the Service or other users

11.3 Effect of Termination

Upon termination:

  • Your access to the Service ends
  • Outstanding fees become immediately due
  • Customer Data (other than Google Workspace Data) will be deleted or anonymized within 30 to 90 days, except as required by law or our retention obligations (see Privacy Policy Section 7.3)
  • Google Workspace Data will be deleted or anonymized within 30 days of termination, except for data we are required by law to retain or that resides in routine, time-bounded backup or audit-log systems (which are deleted in the ordinary course on a rolling basis)
  • You may export Customer Data before termination through the Service interface

11.4 Surviving Provisions

The following sections survive termination: 4 (Customer Data ownership), 6 (Google API Services, with respect to retention, deletion, and ongoing use restrictions on any Google Workspace Data we are unable to delete immediately), 7 (AI), 8 (IP), 9 (Confidentiality), 11.3 (Effect of Termination), 12 (Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), 15 (Governing Law and Arbitration), 16 (General).


12. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND RELIABILITY.

WE DO NOT WARRANT THAT:

  • THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE
  • AI-GENERATED OUTPUTS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PURPOSE
  • THE SERVICE WILL MEET YOUR REQUIREMENTS
  • ANY ERRORS WILL BE CORRECTED

YOU ASSUME ALL RESPONSIBILITY FOR YOUR USE OF THE SERVICE AND FOR PROFESSIONAL JUDGMENTS YOU MAKE ON THE BASIS OF AI-GENERATED OUTPUTS.


13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

13.1 Excluded Damages

NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST GOODWILL, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Cap on Liability

OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.3 Exceptions

The limitations in this Section 13 do not apply to: (a) breach of confidentiality obligations, (b) indemnification obligations, (c) violations of intellectual property rights, (d) liability that cannot be limited by law (e.g., gross negligence, willful misconduct).

13.4 Allocation of Risk

You acknowledge that the limitations and exclusions in these Terms reflect a reasonable allocation of risk between the parties and form a fundamental basis of the bargain. Without these limitations, the fees would be substantially higher.


14. Indemnification

14.1 By You

You will indemnify, defend, and hold harmless CounselorAI and its officers, directors, employees, and agents from claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from:

  • Your breach of these Terms
  • Your Customer Data, including claims that Customer Data infringes any third-party right or violates any law
  • Your use of AI-generated outputs (including any malpractice, professional liability, or other claim arising from documents or advice you produce using the Service)
  • Your violation of any law or third-party right

14.2 By Us

We will indemnify, defend, and hold harmless you from third-party claims that the Service, as provided by us and used in accordance with these Terms, infringes a third party’s US intellectual property rights, subject to:

  • Prompt notice from you
  • Our sole control of defense and settlement
  • Your reasonable cooperation

If we receive such a claim, we may, at our option: (a) modify the Service to be non-infringing, (b) obtain a license, or (c) terminate the affected portion and refund prepaid fees for the unused term.

This Section 14.2 is your sole remedy for IP infringement claims.


15. Governing Law and Arbitration

15.1 Governing Law

These Terms are governed by the laws of the State of California, without regard to its conflict of laws principles. The federal and state courts of California are the exclusive venue for any matter not subject to arbitration.

15.2 Binding Arbitration

Any dispute arising out of or relating to these Terms or the Service will be resolved by binding arbitration, except for: (a) disputes regarding intellectual property rights, (b) requests for injunctive or equitable relief, (c) small claims court actions.

Arbitration will be administered by JAMS under its then-current Streamlined Arbitration Rules and Procedures. The arbitration will be conducted in California in English. The arbitrator’s award will be final and binding.

15.3 Class Action Waiver

YOU AGREE THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate claims or preside over any form of class proceeding.

15.4 Opt-Out

You may opt out of the arbitration agreement in Section 15.2 by sending written notice to [email protected] within 30 days of first agreeing to these Terms. Notice must include your name, address, and a clear statement that you wish to opt out. Opting out does not affect any other provision of these Terms.

15.5 Time Limit

Any claim must be brought within one year after the cause of action arose, or it is permanently barred.


16. General

16.1 Entire Agreement

These Terms (including the Privacy Policy and any order forms or BAAs incorporated by reference) constitute the entire agreement between you and CounselorAI regarding the Service and supersede all prior or contemporaneous communications.

16.2 Modifications

We may modify these Terms from time to time. Material changes will be communicated by email or in-product notice and will take effect 30 days after notice (or immediately for changes that benefit you or are required by law). Continued use after the effective date constitutes acceptance. Material changes that affect how we access, use, store, or share Google Workspace Data will additionally trigger a re-consent prompt before such changes apply to your data.

16.3 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms to a successor in connection with a merger, acquisition, or sale of assets, with notice to you.

16.4 No Waiver

Our failure to enforce any provision is not a waiver of that or any other provision.

16.5 Severability

If any provision is held unenforceable, the remaining provisions will continue in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

16.6 No Third-Party Beneficiaries

These Terms do not create rights for any third party other than as expressly stated.

16.7 Notices

Notices to us must be sent to [email protected]. Notices to you may be sent to the email address on your account or via in-product notification.

16.8 Force Majeure

Neither party is liable for failure to perform due to causes beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, internet outages, and acts of government.

16.9 Independent Contractors

The parties are independent contractors. These Terms do not create an agency, partnership, joint venture, or employment relationship.


17. Contact

CounselorAI LLC Email: [email protected] Support: [email protected] Privacy: [email protected] Mailing address: 100 Spectrum Center Dr #900, Irvine, CA 92618

By using the Service, you acknowledge that you have read, understood, and agree to these Terms of Service and the Privacy Policy.